1010-00003 · Arbor Health Technologies Inc · Engagement & Administration

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Federal Street, 30th Floor Boston, Massachusetts 02110

Telephone: (617) 482-7600 Facsimile: (617) 482-7601 www.calderwoodharkness.com

July 12, 2023

VIA ELECTRONIC MAIL AND U.S. MAIL

Patricia Yamamoto, Esq. General Counsel Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138

Derek Huang Chief Compliance Officer Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138

Re: Completion of Healthcare Regulatory Self-Assessment and Compliance Remediation Engagement Matter Number: 1010-00003 Client: Arbor Health Technologies Inc.

Dear Ms. Yamamoto and Mr. Huang:

1. Purpose and Engagement Confirmation

This letter confirms the formal completion and closing of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement with Arbor Health Technologies Inc. ("AHT" or the "Company") as of July 12, 2023. The engagement was opened on January 30, 2023, pursuant to the engagement letter executed by the parties on the same date (the "Engagement Letter"). The engagement was duly authorized by AHT Board Resolution No. 2023-01-004, adopted by the AHT Board of Directors on January 24, 2023, which authorized the General Counsel to retain outside healthcare regulatory counsel to conduct a comprehensive self-assessment and remediation of AHT's physician compensation arrangements, referral relationships, and vendor contracts.

As set forth in the Engagement Letter, the scope of the engagement encompassed a comprehensive self-assessment of AHT's physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b (the "AKS"), and the Physician Self-Referral Law (commonly referred to as the "Stark Law"), 42 U.S.C. § 1395nn, together with the remediation of AHT's compliance policies, procedures, and contract templates to bring them into conformity with applicable federal and state healthcare regulatory requirements. The engagement also encompassed the evaluation of whether voluntary self-disclosure under the CMS Self-Referral Disclosure Protocol or the OIG Self-Disclosure Protocol was advisable.

The engagement spanned a period of approximately five (5) months and twelve (12) days, commencing on January 30, 2023, and concluding as of the date of this letter. The C&H engagement team consisted of the following attorneys:

• Miriam Calloway, Partner, Responsible Attorney

• Joel Strauss, Partner

• Christopher Aiken, Senior Associate

• Amy Whitfield, Associate

We are pleased to report that all deliverables contemplated by the Engagement Letter have been completed and transmitted to AHT. The purpose of this letter is to memorialize the completion of the engagement, summarize the deliverables provided, outline key implementation recommendations, and address certain administrative matters relating to billing, document retention, and the termination of the attorney-client relationship with respect to this matter.

2. Background

By way of background, and to provide context for the deliverables and recommendations summarized in this letter, we set forth the following overview of AHT and the circumstances giving rise to this engagement.

AHT operates twenty-three (23) outpatient clinics, branded as "Arbor Health Clinics," across four states in the northeastern United States: fourteen (14) clinics in Massachusetts, four (4) clinics in Connecticut, three (3) clinics in Rhode Island, and two (2) clinics in New Hampshire. AHT is a portfolio company of Ridgeline Capital Partners Fund IV, L.P. ("Ridgeline" or the "Fund"), which acquired a seventy-two percent (72%) equity stake in AHT in January 2021 for approximately $185 million. Ridgeline Capital Advisors LLC serves as the investment advisor and manager to the Fund and has designated board members who serve on the AHT Board of Directors and its committees.

For fiscal year 2022, AHT reported net revenue of approximately $214.3 million, of which approximately sixty-one percent (61%), or approximately $130.7 million, was derived from Medicare and Medicaid reimbursements administered by the Centers for Medicare & Medicaid Services ("CMS") and state Medicaid agencies. This substantial reliance on federal healthcare program reimbursement renders AHT's arrangements with physicians, referral sources, and vendors subject to heightened scrutiny under the AKS and the Stark Law.

AHT's physician workforce comprises one hundred forty-seven (147) W-2 employed physicians and thirty-eight (38) independent contractor and medical director arrangements. The size and complexity of AHT's physician network, combined with the diversity of its compensation and referral arrangements, necessitated a structured and systematic compliance review.

This engagement was prompted by concerns raised during the AHT Board Compliance Committee's review of the Company's compliance posture following the integration of Lakeview Medical Associates, P.C. ("Lakeview"), a physician practice acquired by AHT on August 15, 2022, for approximately $11.4 million. The Lakeview acquisition brought with it a number of legacy physician employment agreements, medical director arrangements, and office lease agreements that had not been reviewed for compliance with the AKS or the Stark Law prior to closing. The integration process surfaced additional questions regarding AHT's pre-existing arrangements, including certain vendor relationships and physician compensation structures.

Prior to retaining C&H, AHT engaged Grayson Whitaker & Associates LLP ("Grayson Whitaker"), a healthcare consulting firm, to conduct an initial compliance gap assessment. Grayson Whitaker delivered its final report (Reference: GW-AHT-2022-Final) on December 12, 2022 (the "Gap Assessment Report"). The Gap Assessment Report identified seventeen (17) arrangements classified as "high-risk" and twenty-three (23) arrangements classified as "moderate-risk," each requiring further legal review and analysis. The Gap Assessment Report served as the foundational document for the scope of C&H's engagement and informed the development of C&H's work plan and document request list.

3. Summary of Deliverables

All deliverables contemplated by the Engagement Letter have been completed and delivered to AHT. Each deliverable was transmitted to Ms. Yamamoto and Mr. Huang under separate cover as it was finalized during the course of the engagement. A comprehensive summary of the deliverables follows.

3.1 Self-Assessment and Risk Analysis Deliverables

Master Arrangement Inventory & Risk Scoring Matrix. C&H prepared a comprehensive Master Arrangement Inventory & Risk Scoring Matrix (the "Inventory Matrix") cataloguing all forty (40) arrangements flagged in the Grayson Whitaker Gap Assessment Report. Each arrangement was cross-referenced to the corresponding Grayson Whitaker finding and was independently scored by C&H according to a risk tier classification (high, moderate, or low), the applicable statute or statutes (AKS, Stark Law, or both), and the availability of applicable safe harbors (under the AKS) or exceptions (under the Stark Law). The Inventory Matrix is intended to serve as a living document that AHT's Compliance Department should update on an ongoing basis as arrangements are restructured, terminated, or entered into.

Stark Law Compliance Assessment Memorandum. C&H delivered a comprehensive memorandum analyzing AHT's physician compensation arrangements, in-office ancillary services, and referral relationships under the Stark Law, 42 U.S.C. § 1395nn, and its implementing regulations at 42 C.F.R. Part 411, Subpart J. The memorandum addressed the applicability and requirements of the following Stark Law exceptions: the employment exception (42 C.F.R. § 411.357(c)), the personal services arrangements exception (42 C.F.R. § 411.357(d)), the fair market value compensation exception (42 C.F.R. § 411.357(l)), the in-office ancillary services exception (42 C.F.R. § 411.355), the indirect compensation arrangements exception (42 C.F.R. § 411.357(p)), and the value-based enterprise arrangements under 42 C.F.R. § 411.350 et seq., as promulgated in the CMS Stark Law Final Rule effective January 19, 2021. For each arrangement analyzed, the memorandum identified specific compliance gaps and recommended corrective measures.

Anti-Kickback Statute Compliance Assessment Memorandum. C&H delivered a comprehensive memorandum analyzing AHT's compensation arrangements, vendor relationships, and referral structures under the AKS, 42 U.S.C. § 1320a-7b(b), and the safe harbor regulations promulgated at 42 C.F.R. § 1001.952. The memorandum addressed the elements of the AKS prohibition, the applicable mens rea standard, relevant enforcement guidance from the Office of Inspector General ("OIG"), and the availability of safe harbors for each arrangement under review, including the employment safe harbor, the personal services and management contracts safe harbor, the space rental safe harbor, the equipment rental safe harbor, and others as applicable.

Meridian Diagnostics Facility Access Fee — Detailed AKS/Stark Analysis. C&H prepared a standalone memorandum analyzing the per-scan facility access fee arrangement between AHT and Meridian Diagnostics LLC ("Meridian") under both the AKS and the Stark Law. Under the services agreement dated March 1, 2021, between AHT and Meridian, AHT paid Meridian a per-scan facility access fee of $185 per scan. In fiscal year 2022, AHT's clinics generated approximately 4,200 scans under this arrangement, resulting in aggregate fee payments of approximately $777,000. The per-scan fee structure raised significant concerns under both the AKS and the Stark Law because the compensation was correlated with the volume of referrals for designated health services. The memorandum recommended restructuring the arrangement to convert the per-scan fee to a fixed monthly rental payment established at fair market value, consistent with the Stark Law equipment rental exception and the AKS equipment rental safe harbor. A draft restructured agreement was prepared and shared with Linden & Pryor LLP, counsel to Meridian Diagnostics, as described in Section 3.6 below.

Pinnacle Laboratory Services — Detailed AKS/Stark Analysis. C&H prepared a standalone memorandum analyzing the relationship between AHT and Pinnacle Laboratory Services Inc. ("Pinnacle") under both the AKS and the Stark Law. The analysis addressed three distinct components of the Pinnacle relationship: (a) the provision by Pinnacle of a no-cost electronic laboratory interface to AHT's clinics, with an estimated annual value of approximately $120,000; (b) Pinnacle's sponsorship of four (4) continuing medical education ("CME") events for AHT physicians, totaling approximately $86,000 in fiscal year 2022; and (c) the 4.2% passive equity interest held by Dr. Karen Ellsworth, an AHT-employed physician and a member of the Ellsworth family, in Pinnacle under the preferred laboratory agreement dated June 15, 2020. The memorandum identified significant compliance concerns relating to the remuneration flowing from Pinnacle to AHT and its physicians in the context of a referral relationship for clinical laboratory services, a category of designated health services under the Stark Law. Specific restructuring recommendations were provided, including the termination or fair-market-value pricing of the electronic lab interface, the restructuring of CME sponsorship to ensure compliance with OIG guidance on educational grants, and the disclosure and management of Dr. Ellsworth's equity interest.

ConnectiCare MSA Arrangements — Indirect Compensation Analysis. C&H prepared a memorandum analyzing AHT's management services arrangements with nine (9) independently owned physician practices in Connecticut, operating under the "ConnectiCare" brand affiliation. Under these management services agreements ("MSAs"), AHT provided administrative and management services to the practices in exchange for a management fee calculated as fifteen percent (15%) of collected net revenue. In fiscal year 2022, AHT earned aggregate management fee revenue of approximately $4.73 million under these arrangements. The memorandum analyzed these arrangements under the Stark Law's indirect compensation arrangements framework and the AKS management contracts safe harbor (42 C.F.R. § 1001.952(d)), identifying risks associated with the percentage-of-revenue fee structure and the absence of adequate referral tracking and segregation mechanisms.

Medical Director Compensation — FMV and Commercial Reasonableness Analysis. C&H prepared a memorandum analyzing AHT's thirty-eight (38) medical director arrangements, documenting the compensation structures, specified duties, and hourly time commitments for each arrangement. The analysis revealed that the effective average hourly rate across the thirty-eight arrangements was $501.28 per hour, which exceeds the 90th percentile of published benchmark data for medical director compensation in comparable specialties and geographic markets. The memorandum concluded that a substantial number of these arrangements presented significant risk under both the AKS and the Stark Law due to above-fair-market-value compensation and, in several cases, insufficient documentation of duties performed and hours worked. The memorandum recommended restructuring all medical director arrangements using the revised Independent Contractor / Medical Director Agreement Template, with compensation established at fair market value based on independent valuation opinions and with documented duties and time commitments.

Lakeview Legacy Arrangements — Post-Acquisition Compliance Gap Memo. C&H prepared a memorandum analyzing the legacy arrangements inherited through AHT's acquisition of Lakeview Medical Associates, P.C. The analysis addressed fourteen (14) physician employment agreements that had not been conformed to AHT's standard templates, three (3) medical director agreements with stipends of $45,000, $60,000, and $72,000, respectively, and two (2) office leases for clinic locations in Worcester and Shrewsbury, Massachusetts. The memorandum identified specific compliance deficiencies in each category and recommended the re-papering of all legacy agreements using the revised templates developed as part of this engagement.

3.2 State Law Analysis Deliverables

Massachusetts Anti-Kickback Law — Applicability Memorandum. C&H prepared a memorandum analyzing the applicability of the Massachusetts Anti-Kickback Law, codified at M.G.L. c. 175H, § 3, to AHT's arrangements in the Commonwealth. The memorandum addressed the scope and elements of the Massachusetts statute, its relationship to the federal AKS, and the extent to which compliance with federal safe harbors may or may not provide protection under state law.

Connecticut Referral Fee Prohibition — Applicability Memorandum. C&H prepared a memorandum analyzing the applicability of the Connecticut referral fee prohibition, codified at Conn. Gen. Stat. § 20-7a(d), to AHT's arrangements in Connecticut, including the ConnectiCare MSA arrangements. The memorandum addressed the statutory prohibition on the payment or receipt of compensation for patient referrals, the scope of the prohibition as applied to management services arrangements, and the implications for AHT's existing fee structures.

3.3 Voluntary Disclosure Evaluation Deliverables

CMS Stark Self-Referral Disclosure Protocol (SRDP) — Evaluation Memorandum. C&H prepared a memorandum evaluating whether a voluntary self-disclosure filing under the CMS Self-Referral Disclosure Protocol ("SRDP") was advisable. The memorandum included estimated overpayment calculations for the arrangements identified as potentially non-compliant with the Stark Law and a refund exposure analysis under the sixty (60)-day repayment obligation imposed by 42 U.S.C. § 1320a-7k(d) and its implementing regulations. The memorandum analyzed the benefits and risks of a voluntary disclosure, including the potential for reduced penalties and the creation of a record of good faith remediation, weighed against the potential exposure and the cost and duration of the SRDP process. The memorandum's conclusions are summarized in Section 4 below.

OIG Self-Disclosure Protocol — Evaluation Memorandum. C&H prepared a memorandum evaluating whether a voluntary self-disclosure filing under the OIG Self-Disclosure Protocol ("SDP") was advisable with respect to the AKS concerns identified during the self-assessment. The memorandum included potential penalty exposure estimates under the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a, and an assessment of the risks and benefits of a voluntary disclosure to the OIG. The memorandum's conclusions are summarized in Section 4 below.

3.4 Policy and Procedure Remediation Deliverables

C&H prepared the following revised policies and procedures for AHT, each of which was delivered in final form following review and comment by Ms. Yamamoto, Mr. Huang, and the AHT Board Compliance Committee:

Revised AHT Compliance Program Manual. The revised Compliance Program Manual incorporates the elements set forth in the OIG's Compliance Program Guidance for Third-Party Medical Billing Companies and related OIG guidance, 65 Fed. Reg. 59434, and is cross-referenced to AHT's Compliance Committee Charter, initially adopted on April 15, 2021, and amended on October 30, 2022. The revised Manual addresses the seven fundamental elements of an effective compliance program as articulated by the OIG, including written policies and procedures, a designated compliance officer and compliance committee, training and education, effective communication lines, internal monitoring and auditing, enforcement of standards through disciplinary guidelines, and prompt corrective action.

Revised Physician Compensation Policy. The revised policy establishes standards and procedures for determining that all physician compensation is set at fair market value and is commercially reasonable, consistent with the requirements of the Stark Law employment exception and the AKS employment safe harbor. The policy identifies approved benchmark sources for physician compensation analysis, including independent valuation opinions from Northbridge Valuation Advisors LLC, Medical Group Management Association ("MGMA") survey data, and SullivanCotter physician compensation survey data. The policy requires that all physician compensation arrangements be supported by a contemporaneous fair market value determination prior to execution.

Revised Physician Referral and Self-Referral Policy. The revised policy governs referrals by AHT-employed and contracted physicians for designated health services ("DHS"), including in-office ancillary services, and establishes procedures for tracking DHS referrals and ensuring ongoing compliance with the Stark Law's referral prohibitions and applicable exceptions, including the in-office ancillary services exception.

Revised Vendor and Third-Party Arrangement Policy. The revised policy governs AHT's relationships with vendors, suppliers, and third-party service providers, with a particular focus on arrangements that implicate the AKS. The policy includes AKS safe harbor checklists for each common arrangement type (personal services, space rental, equipment rental, management contracts, and group purchasing) and requires that all vendor arrangements be reviewed by the Compliance Department prior to execution.

Revised Gifts, Meals, and Entertainment Policy. The revised policy establishes standards for the giving and receiving of gifts, meals, travel, and entertainment in the context of healthcare business relationships, aligned with OIG guidance on the AKS and the Stark Law non-monetary remuneration exception. The policy incorporates the calendar year 2023 annual aggregate limit of $459 per physician for non-monetary remuneration, as adjusted by CMS.

Fair Market Value Determination Procedures. C&H prepared a standalone procedural document establishing the methodology, documentation requirements, and approval workflow for all fair market value determinations conducted in connection with AHT's physician compensation arrangements, lease agreements, and vendor contracts.

Non-Monetary Remuneration and Compliance Exception Tracking Protocol. C&H prepared a protocol for tracking non-monetary remuneration provided to or received from referral sources, including gifts, meals, educational items, and other items of value, to ensure compliance with the Stark Law non-monetary remuneration exception thresholds and AKS requirements.

3.5 Contract Template Remediation Deliverables

C&H prepared the following revised contract templates, each of which was designed to incorporate the compliance safeguards necessary to satisfy applicable AKS safe harbors and Stark Law exceptions:

Revised Physician Employment Agreement Template. The revised template incorporates a Stark-compliant compensation methodology, including provisions ensuring that compensation is set at fair market value, is commercially reasonable, and does not take into account the volume or value of referrals. The template includes fair market value certification provisions and holdover language compliant with the requirements of the Stark Law employment exception at 42 C.F.R. § 411.357(c), including the six-month holdover provision for expired agreements.

Revised Independent Contractor / Medical Director Agreement Template. The revised template establishes a fixed compensation structure tied to specified duties and documented hours, with representations and safeguards designed to satisfy the AKS personal services safe harbor at 42 C.F.R. § 1001.952(l) and the Stark Law personal services arrangements exception at 42 C.F.R. § 411.357(d).

Revised Office Space Lease Template. The revised template conforms to the requirements of the Stark Law space rental exception at 42 C.F.R. § 411.357(a) and the AKS space rental safe harbor at 42 C.F.R. § 1001.952(b), including provisions requiring that the lease term be set forth in writing, signed by the parties, and for a period of at least one year; that the space leased be specified; that the rental charges be set at fair market value and not take into account the volume or value of referrals; and that the space is used exclusively by the lessee during the times specified in the lease.

Revised Equipment Lease / Access Agreement Template. The revised template conforms to the requirements of the Stark Law equipment rental exception at 42 C.F.R. § 411.357(b) and the AKS equipment rental safe harbor at 42 C.F.R. § 1001.952(c), including provisions requiring identification of the specific equipment, fair market value rental rates, and terms that do not take into account the volume or value of referrals.

Revised Management Services Agreement Template. The revised template incorporates safeguards designed to satisfy the AKS management contracts safe harbor at 42 C.F.R. § 1001.952(d) and to address indirect compensation arrangement concerns under the Stark Law, including provisions ensuring that management fees are set at fair market value, are not determined in a manner that takes into account the volume or value of referrals, and are supported by commercially reasonable services.

Meridian Diagnostics — Restructured Facility Access Agreement (Draft). C&H prepared a draft restructured facility access agreement for the Meridian Diagnostics arrangement, converting the per-scan fee structure to a fixed monthly rental payment established at fair market value. This draft was shared with Linden & Pryor LLP, counsel to Meridian Diagnostics, for review and negotiation, as further described in Section 3.6 below. As of the date of this letter, negotiations with Meridian and its counsel remain ongoing.

3.6 Third-Party Correspondence

In connection with the engagement, C&H prepared and transmitted the following third-party correspondence on behalf of AHT:

Letter to Linden & Pryor LLP (Thomas Beckett) re: Meridian Arrangement Restructuring. C&H transmitted a letter to Thomas Beckett of Linden & Pryor LLP, counsel to Meridian Diagnostics LLC, describing the compliance concerns identified with the existing per-scan facility access fee arrangement and proposing the restructuring of the arrangement as reflected in the draft restructured agreement. As noted above, negotiations remain ongoing as of the date of this letter.

Letter to Pinnacle Laboratory Services Inc. re: Lab Interface and CME Sponsorship. C&H transmitted a letter to Pinnacle Laboratory Services Inc. identifying the compliance concerns associated with the no-cost electronic laboratory interface, CME sponsorship arrangements, and the equity interest of Dr. Karen Ellsworth, and requesting the restructuring of the relationship to address these concerns.

Memorandum to Northbridge Valuation Advisors LLC (Sandra Kilpatrick). C&H prepared and transmitted a memorandum to Sandra Kilpatrick of Northbridge Valuation Advisors LLC specifying the scope of fair market value opinions to be obtained for fifty-two (52) physician compensation arrangements, two (2) office leases (the Worcester and Shrewsbury, Massachusetts locations inherited from Lakeview), and the Meridian Diagnostics facility access fee arrangement. As of the date of this letter, Northbridge's valuation work is ongoing, and AHT should ensure the timely completion and receipt of all outstanding FMV opinions as part of its remediation implementation.

3.7 Board and Committee Presentations

C&H prepared and delivered the following presentations to the AHT Board Compliance Committee:

Interim Findings Presentation (April 18, 2023). On April 18, 2023, Miriam Calloway and Christopher Aiken presented C&H's interim findings to the AHT Board Compliance Committee, including a summary of the key risk areas identified during the self-assessment, preliminary conclusions regarding the Meridian Diagnostics and Pinnacle Laboratory arrangements, and an overview of the policy and template remediation work in progress.

Final Report and Remediation Roadmap Presentation (June 27, 2023). On June 27, 2023, Miriam Calloway, Joel Strauss, and Christopher Aiken presented C&H's final report and remediation roadmap to the AHT Board Compliance Committee. The presentation included a comprehensive summary of the self-assessment findings, the voluntary disclosure evaluation conclusions, the completed policy and template remediation deliverables, and a detailed remediation roadmap with a recommended ninety (90)-day implementation timeline. The Board Compliance Committee accepted the Final Report and Remediation Roadmap at the June 27 meeting.

3.8 Training Materials

AKS/Stark Law Compliance Training Materials. C&H prepared a comprehensive set of training materials for AHT's mandatory annual compliance training, consisting of a slide deck presentation and a companion reference guide. The training materials are designed to be delivered to all one hundred forty-seven (147) employed physicians, all thirty-eight (38) independent contractors and medical directors, and approximately 1,340 total AHT employees. The materials cover the fundamental elements of the AKS and the Stark Law, AHT's revised compliance policies and procedures, reporting obligations, and practical guidance on identifying and escalating compliance concerns. AHT's Compliance Department should schedule and complete the initial training rollout as part of the ninety (90)-day remediation implementation timeline.

4. Voluntary Self-Disclosure Recommendation

Based on the comprehensive self-assessment conducted during this engagement, including the detailed analysis set forth in the CMS SRDP Evaluation Memorandum and the OIG SDP Evaluation Memorandum, C&H concluded that no voluntary self-disclosure filing under the CMS Self-Referral Disclosure Protocol (SRDP) or the OIG Self-Disclosure Protocol (SDP) is recommended at this time.

This conclusion is based on several factors, including: (a) the nature and scope of the compliance deficiencies identified, which, while requiring prompt remediation, are amenable to prospective correction through the restructuring and re-papering of affected arrangements; (b) C&H's assessment that the arrangements at issue, while presenting compliance risk, reflect structural and documentation deficiencies rather than evidence of intentional schemes to induce or reward referrals; (c) the proactive nature of AHT's self-assessment and remediation efforts, which demonstrate good faith and a commitment to compliance; and (d) the cost, duration, and potential exposure associated with a voluntary disclosure filing.

This conclusion is expressly contingent upon AHT's timely implementation of the remediation measures described in the Final Report and Remediation Roadmap presented to the Board Compliance Committee on June 27, 2023. The ninety (90)-day implementation timeline recommended in the Final Report should be adhered to closely. Failure to timely implement the recommended remediation measures could alter the risk calculus underlying C&H's recommendation and could expose AHT to increased regulatory risk.

AHT should continue to monitor its arrangements on an ongoing basis and should consult healthcare regulatory counsel promptly if new facts emerge, if the circumstances underlying any arrangement materially change, or if the recommended remediation is not completed within the recommended timeframe. C&H also notes that the sixty (60)-day repayment obligation under 42 U.S.C. § 1320a-7k(d) remains independently applicable to AHT. If AHT identifies or has identified actual or potential overpayments arising from non-compliant arrangements, the sixty-day clock for reporting and returning such overpayments to the applicable federal healthcare program runs from the date of identification, regardless of C&H's recommendation regarding voluntary self-disclosure. AHT should consult with counsel regarding the application of the sixty-day rule to any specific overpayment situation.

5. Key Implementation Recommendations

While the detailed implementation steps are set forth in the Final Report and Remediation Roadmap delivered on June 27, 2023, C&H wishes to highlight the following priority remediation actions that AHT should undertake within the recommended ninety (90)-day implementation period (i.e., by approximately October 10, 2023):

1. Meridian Diagnostics Facility Access Agreement. Execute the restructured facility access agreement with Meridian Diagnostics LLC, converting the per-scan fee to a fixed monthly rental at fair market value. This action is pending Meridian's response through its counsel, Linden & Pryor LLP, and AHT should actively pursue the completion of negotiations.

2. Pinnacle Laboratory Services Relationship. Restructure the relationship with Pinnacle Laboratory Services Inc. to address the compliance concerns identified with respect to the no-cost electronic laboratory interface, CME sponsorship arrangements, and Dr. Karen Ellsworth's 4.2% passive equity interest. Specifically, AHT should ensure that Dr. Ellsworth's equity interest is properly disclosed under AHT's conflict-of-interest policy, that the lab interface is either terminated or priced at fair market value, and that CME sponsorship is restructured in accordance with OIG guidance.

3. Medical Director Agreements. Transition all thirty-eight (38) medical director agreements to fair-market-value-compliant compensation levels with documented hours and duties, utilizing the revised Independent Contractor / Medical Director Agreement Template. Compensation levels should be established based on Northbridge Valuation Advisors FMV opinions and published benchmark data.

4. Lakeview Legacy Agreements. Complete the re-papering of all Lakeview legacy physician employment agreements, medical director agreements, and office leases using the revised templates developed during this engagement.

5. ConnectiCare MSA Fee Structures. Restructure the management services agreement fee formulas for the nine (9) ConnectiCare-affiliated practices and implement referral tracking and segregation safeguards to address indirect compensation arrangement risks under the Stark Law.

6. Policy Implementation. Implement the revised Compliance Program Manual and all revised policies and procedures, including the Physician Compensation Policy, Physician Referral and Self-Referral Policy, Vendor and Third-Party Arrangement Policy, Gifts, Meals, and Entertainment Policy, Fair Market Value Determination Procedures, and Non-Monetary Remuneration and Compliance Exception Tracking Protocol. Implementation should include distribution to all affected personnel, acknowledgment of receipt, and integration into AHT's compliance infrastructure.

7. Northbridge Valuation Opinions. Obtain and finalize all outstanding fair market value opinions from Northbridge Valuation Advisors LLC for the fifty-two (52) physician compensation arrangements, two (2) office leases, and the Meridian Diagnostics facility access fee arrangement. AHT should coordinate with Sandra Kilpatrick at Northbridge to ensure timely delivery of all opinions.

8. Compliance Training. Roll out mandatory compliance training to all AHT physicians, independent contractors, medical directors, and staff using the training materials delivered by C&H. AHT should document completion of training and maintain records of attendance as part of its compliance program documentation.

9. PE Exit Readiness. In light of Ridgeline Capital Partners' anticipated exit or sale process, which AHT's board designees from Ridgeline have communicated may occur in late 2024, AHT should consider its healthcare regulatory compliance posture as an integral component of its exit readiness preparations. Prospective acquirers and their counsel will likely conduct extensive healthcare regulatory due diligence, and the completion of the remediation measures outlined herein will be essential to demonstrating a robust compliance program.

AHT should designate specific individuals within the Compliance Department and the General Counsel's office to be responsible for each remediation action item and should establish a tracking and reporting mechanism to ensure accountability and timely completion.

6. Scope Limitations and Disclaimers

C&H wishes to note the following limitations on the scope of the engagement and the deliverables provided:

The engagement was limited to the scope set forth in the Engagement Letter dated January 30, 2023. C&H's analysis was based on documents, data, and information provided by AHT, including materials produced in response to the Document Request List transmitted by C&H on February 3, 2023, as well as information from the Grayson Whitaker Gap Assessment Report and discussions with AHT management, including Ms. Yamamoto, Mr. Huang, and other AHT personnel.

C&H did not independently audit or verify AHT's financial data, referral volumes, physician compensation records, or other factual information provided by AHT. C&H relied upon the accuracy and completeness of the representations made by AHT management and the documents provided by AHT. To the extent that any such information was inaccurate or incomplete, C&H's analysis and conclusions may be affected.

The engagement did not include the representation of AHT in any government investigation, enforcement action, qui tam litigation, or other legal proceeding. If AHT becomes aware of any government inquiry, subpoena, civil investigative demand, or similar action relating to any of the matters addressed in this engagement, AHT should immediately engage healthcare regulatory litigation counsel.

C&H's analysis addressed the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and the Stark Law (42 U.S.C. § 1395nn) and the specific state statutes identified in Sections 3.2 above — namely, the Massachusetts Anti-Kickback Law (M.G.L. c. 175H, § 3) and the Connecticut referral fee prohibition (Conn. Gen. Stat. § 20-7a(d)). Other federal or state laws, including but not limited to the federal False Claims Act (31 U.S.C. §§ 3729–3733), the Health Insurance Portability and Accountability Act ("HIPAA"), state licensure and corporate practice of medicine laws, state consumer protection statutes, and other regulatory requirements, were outside the scope of this engagement unless expressly addressed in a specific deliverable.

As of the opening of this engagement, AHT had no existing Corporate Integrity Agreement with the OIG, and no requests for OIG Advisory Opinions were pending. C&H's analysis assumed the continuation of these circumstances throughout the engagement period.

C&H notes that Westbrook Hale LLP, and specifically Elena Marchetti, Partner, deferred to Calderwood & Harkness on all healthcare regulatory aspects of this engagement. Westbrook Hale LLP continues to serve as AHT's general outside counsel for corporate, mergers and acquisitions, and employment matters. C&H's engagement did not extend to any corporate, transactional, or employment law matters within Westbrook Hale's scope of representation.

7. Billing and Fees

Final billing statements for the engagement will be transmitted separately under the billing terms and procedures established in the Engagement Letter. The billing rates applicable to the engagement team members were as follows:

The original fee estimate for the engagement, as set forth in the Engagement Letter, was a range of $475,000 to $625,000. Invoicing has been conducted on a monthly basis, with payment due net thirty (30) days from the date of each invoice, as provided in the Engagement Letter. Any outstanding invoices should be remitted promptly in accordance with the agreed payment terms. Questions regarding billing may be directed to the Firm's billing department or to Miriam Calloway.

8. Document Retention

Calderwood & Harkness will retain all engagement files, including both paper and electronic records, in accordance with the Firm's standard document retention policy. Specifically, client files and C&H work product relating to this engagement will be maintained for a period of ten (10) years from the date of engagement closure — that is, through July 12, 2033 — unless AHT requests the earlier return or destruction of such files in writing.

AHT retains ownership of all documents and materials provided to C&H during the course of the engagement. These documents may be returned to AHT upon written request, subject to applicable retention obligations.

C&H work product that has been delivered to AHT is the property of AHT, subject to C&H's common law and statutory lien rights for any unpaid fees and disbursements. AHT is encouraged to retain all engagement deliverables in its own records, and in particular to preserve the compliance assessment memoranda, voluntary disclosure evaluation memoranda, policy documents, contract templates, and training materials as part of AHT's compliance program documentation. These materials may be relevant in demonstrating AHT's good faith compliance efforts in the event of any future regulatory inquiry or audit.

9. Ongoing Matters and Future Engagement

This letter confirms the closure of Calderwood & Harkness Matter Number 1010-00003. Calderwood & Harkness's representation of Arbor Health Technologies Inc. in this matter has concluded as of July 12, 2023. Upon the closing of this matter, the attorney-client relationship between C&H and AHT with respect to this engagement is terminated. C&H does not currently represent AHT in any other matter.

C&H does not have any ongoing obligation to update, supplement, or revise any advice, memoranda, work product, or deliverables provided in connection with this engagement to reflect subsequent changes in law, regulation, sub-regulatory guidance, or enforcement policy. This includes, without limitation, any future amendments to or interpretations of the CMS Final Rule on Stark Law Modernization, 85 Fed. Reg. 77492 (December 2, 2020), or the AKS Final Rule on Safe Harbor Modernization, 85 Fed. Reg. 77684 (December 2, 2020), as well as any new OIG Advisory Opinions, CMS guidance, or judicial decisions that may affect the analysis set forth in C&H's deliverables.

AHT should engage qualified healthcare regulatory counsel on an ongoing basis for any future compliance needs, including without limitation: (a) monitoring and completion of the pending arrangement restructurings with Meridian Diagnostics LLC and Pinnacle Laboratory Services Inc.; (b) ongoing compliance program oversight and internal auditing; (c) analysis of new or modified physician compensation arrangements, vendor relationships, or referral relationships; and (d) any matters arising from government investigations, enforcement actions, or whistleblower complaints.

Calderwood & Harkness welcomes the opportunity to assist AHT with any future matters. In particular, C&H is available to support AHT and Ridgeline Capital Partners in connection with Ridgeline's anticipated exit or sale process, which we understand is being targeted for late 2024. Healthcare regulatory compliance diligence is a critical component of any sale or recapitalization transaction involving a portfolio company with significant federal healthcare program revenue, and C&H's familiarity with AHT's compliance posture and the remediation work completed during this engagement would position the Firm to assist efficiently in any such process.

10. Closing

On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the opportunity to serve Arbor Health Technologies Inc. and its leadership in connection with this important engagement. The depth and complexity of the work required the sustained collaboration and commitment of many individuals across AHT's organization, and we are grateful for the professionalism and responsiveness that characterized every aspect of our working relationship.

In particular, we wish to acknowledge the productive and constructive collaboration with you, Patricia, and with you, Derek, whose deep knowledge of AHT's operations and compliance infrastructure was invaluable throughout the engagement. We also wish to thank Dr. Nathan Ellsworth for his support and engagement, and the members of the AHT Board Compliance Committee for their thoughtful oversight and governance of this process.

We are confident that the deliverables and recommendations provided through this engagement, when fully implemented, will materially strengthen AHT's healthcare regulatory compliance posture and position the Company well for its continued growth and for the anticipated Ridgeline Capital exit process.

Should you have any questions regarding any of the deliverables, the recommendations set forth herein, or the contents of this letter, please do not hesitate to contact Miriam Calloway at (617) 482-7610 or mcalloway@calderwoodharkness.com, or Christopher Aiken at (617) 482-7625 or caiken@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Miriam Calloway Partner Telephone: (617) 482-7610

Email: mcalloway@calderwoodharkness.com

By: ________

Joel Strauss Partner Telephone: (617) 482-7618

Email: jstrauss@calderwoodharkness.com

Enclosures: None (all deliverables previously transmitted under separate cover)

cc:

Dr. Nathan Ellsworth, Chief Executive Officer, Arbor Health Technologies Inc. Claudia Sorrento, Managing Director, Ridgeline Capital Advisors LLC, 400 Steamboat Road, Suite 300, Greenwich, CT 06830 Marcus Whitmore, Principal, Ridgeline Capital Advisors LLC, 400 Steamboat Road, Suite 300, Greenwich, CT 06830 Elena Marchetti, Esq., Partner, Westbrook Hale LLP Joel Strauss, Partner, Calderwood & Harkness LLP Christopher Aiken, Senior Associate, Calderwood & Harkness LLP Amy Whitfield, Associate, Calderwood & Harkness LLP

This letter and its contents are protected by the attorney-client privilege and the attorney work product doctrine. This communication is intended solely for the addressees and the individuals identified in the copy line above. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please contact the sender immediately and destroy all copies.

Attorney	Role	Hourly Rate
Miriam Calloway	Partner, Responsible Attorney	$1,250.00
Joel Strauss	Partner	$1,175.00
Christopher Aiken	Senior Associate	$825.00
Amy Whitfield	Associate	$650.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Federal Street, 30th Floor Boston, Massachusetts 02110
Telephone: (617) 482-7600 Facsimile: (617) 482-7601 www.calderwoodharkness.com
July 12, 2023
VIA ELECTRONIC MAIL AND U.S. MAIL
Patricia Yamamoto, Esq. General Counsel Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138
Derek Huang Chief Compliance Officer Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138
Re: Completion of Healthcare Regulatory Self-Assessment and Compliance Remediation Engagement Matter Number: 1010-00003 Client: Arbor Health Technologies Inc.
Dear Ms. Yamamoto and Mr. Huang:
1. Purpose and Engagement Confirmation
This letter confirms the formal completion and closing of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement with Arbor Health Technologies Inc. ("AHT" or the "Company") as of July 12, 2023. The engagement was opened on January 30, 2023, pursuant to the engagement letter executed by the parties on the same date (the "Engagement Letter"). The engagement was duly authorized by AHT Board Resolution No. 2023-01-004, adopted by the AHT Board of Directors on January 24, 2023, which authorized the General Counsel to retain outside healthcare regulatory counsel to conduct a comprehensive self-assessment and remediation of AHT's physician compensation arrangements, referral relationships, and vendor contracts.
As set forth in the Engagement Letter, the scope of the engagement encompassed a comprehensive self-assessment of AHT's physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b (the "AKS"), and the Physician Self-Referral Law (commonly referred to as the "Stark Law"), 42 U.S.C. § 1395nn, together with the remediation of AHT's compliance policies, procedures, and contract templates to bring them into conformity with applicable federal and state healthcare regulatory requirements. The engagement also encompassed the evaluation of whether voluntary self-disclosure under the CMS Self-Referral Disclosure Protocol or the OIG Self-Disclosure Protocol was advisable.
The engagement spanned a period of approximately five (5) months and twelve (12) days, commencing on January 30, 2023, and concluding as of the date of this letter. The C&H engagement team consisted of the following attorneys:
• Miriam Calloway, Partner, Responsible Attorney
• Joel Strauss, Partner
• Christopher Aiken, Senior Associate
• Amy Whitfield, Associate
We are pleased to report that all deliverables contemplated by the Engagement Letter have been completed and transmitted to AHT. The purpose of this letter is to memorialize the completion of the engagement, summarize the deliverables provided, outline key implementation recommendations, and address certain administrative matters relating to billing, document retention, and the termination of the attorney-client relationship with respect to this matter.
2. Background
By way of background, and to provide context for the deliverables and recommendations summarized in this letter, we set forth the following overview of AHT and the circumstances giving rise to this engagement.
AHT operates twenty-three (23) outpatient clinics, branded as "Arbor Health Clinics," across four states in the northeastern United States: fourteen (14) clinics in Massachusetts, four (4) clinics in Connecticut, three (3) clinics in Rhode Island, and two (2) clinics in New Hampshire. AHT is a portfolio company of Ridgeline Capital Partners Fund IV, L.P. ("Ridgeline" or the "Fund"), which acquired a seventy-two percent (72%) equity stake in AHT in January 2021 for approximately $185 million. Ridgeline Capital Advisors LLC serves as the investment advisor and manager to the Fund and has designated board members who serve on the AHT Board of Directors and its committees.
For fiscal year 2022, AHT reported net revenue of approximately $214.3 million, of which approximately sixty-one percent (61%), or approximately $130.7 million, was derived from Medicare and Medicaid reimbursements administered by the Centers for Medicare & Medicaid Services ("CMS") and state Medicaid agencies. This substantial reliance on federal healthcare program reimbursement renders AHT's arrangements with physicians, referral sources, and vendors subject to heightened scrutiny under the AKS and the Stark Law.
AHT's physician workforce comprises one hundred forty-seven (147) W-2 employed physicians and thirty-eight (38) independent contractor and medical director arrangements. The size and complexity of AHT's physician network, combined with the diversity of its compensation and referral arrangements, necessitated a structured and systematic compliance review.
This engagement was prompted by concerns raised during the AHT Board Compliance Committee's review of the Company's compliance posture following the integration of Lakeview Medical Associates, P.C. ("Lakeview"), a physician practice acquired by AHT on August 15, 2022, for approximately $11.4 million. The Lakeview acquisition brought with it a number of legacy physician employment agreements, medical director arrangements, and office lease agreements that had not been reviewed for compliance with the AKS or the Stark Law prior to closing. The integration process surfaced additional questions regarding AHT's pre-existing arrangements, including certain vendor relationships and physician compensation structures.
Prior to retaining C&H, AHT engaged Grayson Whitaker & Associates LLP ("Grayson Whitaker"), a healthcare consulting firm, to conduct an initial compliance gap assessment. Grayson Whitaker delivered its final report (Reference: GW-AHT-2022-Final) on December 12, 2022 (the "Gap Assessment Report"). The Gap Assessment Report identified seventeen (17) arrangements classified as "high-risk" and twenty-three (23) arrangements classified as "moderate-risk," each requiring further legal review and analysis. The Gap Assessment Report served as the foundational document for the scope of C&H's engagement and informed the development of C&H's work plan and document request list.
3. Summary of Deliverables
All deliverables contemplated by the Engagement Letter have been completed and delivered to AHT. Each deliverable was transmitted to Ms. Yamamoto and Mr. Huang under separate cover as it was finalized during the course of the engagement. A comprehensive summary of the deliverables follows.
3.1 Self-Assessment and Risk Analysis Deliverables
Master Arrangement Inventory & Risk Scoring Matrix. C&H prepared a comprehensive Master Arrangement Inventory & Risk Scoring Matrix (the "Inventory Matrix") cataloguing all forty (40) arrangements flagged in the Grayson Whitaker Gap Assessment Report. Each arrangement was cross-referenced to the corresponding Grayson Whitaker finding and was independently scored by C&H according to a risk tier classification (high, moderate, or low), the applicable statute or statutes (AKS, Stark Law, or both), and the availability of applicable safe harbors (under the AKS) or exceptions (under the Stark Law). The Inventory Matrix is intended to serve as a living document that AHT's Compliance Department should update on an ongoing basis as arrangements are restructured, terminated, or entered into.
Stark Law Compliance Assessment Memorandum. C&H delivered a comprehensive memorandum analyzing AHT's physician compensation arrangements, in-office ancillary services, and referral relationships under the Stark Law, 42 U.S.C. § 1395nn, and its implementing regulations at 42 C.F.R. Part 411, Subpart J. The memorandum addressed the applicability and requirements of the following Stark Law exceptions: the employment exception (42 C.F.R. § 411.357(c)), the personal services arrangements exception (42 C.F.R. § 411.357(d)), the fair market value compensation exception (42 C.F.R. § 411.357(l)), the in-office ancillary services exception (42 C.F.R. § 411.355), the indirect compensation arrangements exception (42 C.F.R. § 411.357(p)), and the value-based enterprise arrangements under 42 C.F.R. § 411.350 et seq., as promulgated in the CMS Stark Law Final Rule effective January 19, 2021. For each arrangement analyzed, the memorandum identified specific compliance gaps and recommended corrective measures.
Anti-Kickback Statute Compliance Assessment Memorandum. C&H delivered a comprehensive memorandum analyzing AHT's compensation arrangements, vendor relationships, and referral structures under the AKS, 42 U.S.C. § 1320a-7b(b), and the safe harbor regulations promulgated at 42 C.F.R. § 1001.952. The memorandum addressed the elements of the AKS prohibition, the applicable mens rea standard, relevant enforcement guidance from the Office of Inspector General ("OIG"), and the availability of safe harbors for each arrangement under review, including the employment safe harbor, the personal services and management contracts safe harbor, the space rental safe harbor, the equipment rental safe harbor, and others as applicable.
Meridian Diagnostics Facility Access Fee — Detailed AKS/Stark Analysis. C&H prepared a standalone memorandum analyzing the per-scan facility access fee arrangement between AHT and Meridian Diagnostics LLC ("Meridian") under both the AKS and the Stark Law. Under the services agreement dated March 1, 2021, between AHT and Meridian, AHT paid Meridian a per-scan facility access fee of $185 per scan. In fiscal year 2022, AHT's clinics generated approximately 4,200 scans under this arrangement, resulting in aggregate fee payments of approximately $777,000. The per-scan fee structure raised significant concerns under both the AKS and the Stark Law because the compensation was correlated with the volume of referrals for designated health services. The memorandum recommended restructuring the arrangement to convert the per-scan fee to a fixed monthly rental payment established at fair market value, consistent with the Stark Law equipment rental exception and the AKS equipment rental safe harbor. A draft restructured agreement was prepared and shared with Linden & Pryor LLP, counsel to Meridian Diagnostics, as described in Section 3.6 below.
Pinnacle Laboratory Services — Detailed AKS/Stark Analysis. C&H prepared a standalone memorandum analyzing the relationship between AHT and Pinnacle Laboratory Services Inc. ("Pinnacle") under both the AKS and the Stark Law. The analysis addressed three distinct components of the Pinnacle relationship: (a) the provision by Pinnacle of a no-cost electronic laboratory interface to AHT's clinics, with an estimated annual value of approximately $120,000; (b) Pinnacle's sponsorship of four (4) continuing medical education ("CME") events for AHT physicians, totaling approximately $86,000 in fiscal year 2022; and (c) the 4.2% passive equity interest held by Dr. Karen Ellsworth, an AHT-employed physician and a member of the Ellsworth family, in Pinnacle under the preferred laboratory agreement dated June 15, 2020. The memorandum identified significant compliance concerns relating to the remuneration flowing from Pinnacle to AHT and its physicians in the context of a referral relationship for clinical laboratory services, a category of designated health services under the Stark Law. Specific restructuring recommendations were provided, including the termination or fair-market-value pricing of the electronic lab interface, the restructuring of CME sponsorship to ensure compliance with OIG guidance on educational grants, and the disclosure and management of Dr. Ellsworth's equity interest.
ConnectiCare MSA Arrangements — Indirect Compensation Analysis. C&H prepared a memorandum analyzing AHT's management services arrangements with nine (9) independently owned physician practices in Connecticut, operating under the "ConnectiCare" brand affiliation. Under these management services agreements ("MSAs"), AHT provided administrative and management services to the practices in exchange for a management fee calculated as fifteen percent (15%) of collected net revenue. In fiscal year 2022, AHT earned aggregate management fee revenue of approximately $4.73 million under these arrangements. The memorandum analyzed these arrangements under the Stark Law's indirect compensation arrangements framework and the AKS management contracts safe harbor (42 C.F.R. § 1001.952(d)), identifying risks associated with the percentage-of-revenue fee structure and the absence of adequate referral tracking and segregation mechanisms.
Medical Director Compensation — FMV and Commercial Reasonableness Analysis. C&H prepared a memorandum analyzing AHT's thirty-eight (38) medical director arrangements, documenting the compensation structures, specified duties, and hourly time commitments for each arrangement. The analysis revealed that the effective average hourly rate across the thirty-eight arrangements was $501.28 per hour, which exceeds the 90th percentile of published benchmark data for medical director compensation in comparable specialties and geographic markets. The memorandum concluded that a substantial number of these arrangements presented significant risk under both the AKS and the Stark Law due to above-fair-market-value compensation and, in several cases, insufficient documentation of duties performed and hours worked. The memorandum recommended restructuring all medical director arrangements using the revised Independent Contractor / Medical Director Agreement Template, with compensation established at fair market value based on independent valuation opinions and with documented duties and time commitments.
Lakeview Legacy Arrangements — Post-Acquisition Compliance Gap Memo. C&H prepared a memorandum analyzing the legacy arrangements inherited through AHT's acquisition of Lakeview Medical Associates, P.C. The analysis addressed fourteen (14) physician employment agreements that had not been conformed to AHT's standard templates, three (3) medical director agreements with stipends of $45,000, $60,000, and $72,000, respectively, and two (2) office leases for clinic locations in Worcester and Shrewsbury, Massachusetts. The memorandum identified specific compliance deficiencies in each category and recommended the re-papering of all legacy agreements using the revised templates developed as part of this engagement.
3.2 State Law Analysis Deliverables
Massachusetts Anti-Kickback Law — Applicability Memorandum. C&H prepared a memorandum analyzing the applicability of the Massachusetts Anti-Kickback Law, codified at M.G.L. c. 175H, § 3, to AHT's arrangements in the Commonwealth. The memorandum addressed the scope and elements of the Massachusetts statute, its relationship to the federal AKS, and the extent to which compliance with federal safe harbors may or may not provide protection under state law.
Connecticut Referral Fee Prohibition — Applicability Memorandum. C&H prepared a memorandum analyzing the applicability of the Connecticut referral fee prohibition, codified at Conn. Gen. Stat. § 20-7a(d), to AHT's arrangements in Connecticut, including the ConnectiCare MSA arrangements. The memorandum addressed the statutory prohibition on the payment or receipt of compensation for patient referrals, the scope of the prohibition as applied to management services arrangements, and the implications for AHT's existing fee structures.
3.3 Voluntary Disclosure Evaluation Deliverables
CMS Stark Self-Referral Disclosure Protocol (SRDP) — Evaluation Memorandum. C&H prepared a memorandum evaluating whether a voluntary self-disclosure filing under the CMS Self-Referral Disclosure Protocol ("SRDP") was advisable. The memorandum included estimated overpayment calculations for the arrangements identified as potentially non-compliant with the Stark Law and a refund exposure analysis under the sixty (60)-day repayment obligation imposed by 42 U.S.C. § 1320a-7k(d) and its implementing regulations. The memorandum analyzed the benefits and risks of a voluntary disclosure, including the potential for reduced penalties and the creation of a record of good faith remediation, weighed against the potential exposure and the cost and duration of the SRDP process. The memorandum's conclusions are summarized in Section 4 below.
OIG Self-Disclosure Protocol — Evaluation Memorandum. C&H prepared a memorandum evaluating whether a voluntary self-disclosure filing under the OIG Self-Disclosure Protocol ("SDP") was advisable with respect to the AKS concerns identified during the self-assessment. The memorandum included potential penalty exposure estimates under the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a, and an assessment of the risks and benefits of a voluntary disclosure to the OIG. The memorandum's conclusions are summarized in Section 4 below.
3.4 Policy and Procedure Remediation Deliverables
C&H prepared the following revised policies and procedures for AHT, each of which was delivered in final form following review and comment by Ms. Yamamoto, Mr. Huang, and the AHT Board Compliance Committee:
Revised AHT Compliance Program Manual. The revised Compliance Program Manual incorporates the elements set forth in the OIG's Compliance Program Guidance for Third-Party Medical Billing Companies and related OIG guidance, 65 Fed. Reg. 59434, and is cross-referenced to AHT's Compliance Committee Charter, initially adopted on April 15, 2021, and amended on October 30, 2022. The revised Manual addresses the seven fundamental elements of an effective compliance program as articulated by the OIG, including written policies and procedures, a designated compliance officer and compliance committee, training and education, effective communication lines, internal monitoring and auditing, enforcement of standards through disciplinary guidelines, and prompt corrective action.
Revised Physician Compensation Policy. The revised policy establishes standards and procedures for determining that all physician compensation is set at fair market value and is commercially reasonable, consistent with the requirements of the Stark Law employment exception and the AKS employment safe harbor. The policy identifies approved benchmark sources for physician compensation analysis, including independent valuation opinions from Northbridge Valuation Advisors LLC, Medical Group Management Association ("MGMA") survey data, and SullivanCotter physician compensation survey data. The policy requires that all physician compensation arrangements be supported by a contemporaneous fair market value determination prior to execution.
Revised Physician Referral and Self-Referral Policy. The revised policy governs referrals by AHT-employed and contracted physicians for designated health services ("DHS"), including in-office ancillary services, and establishes procedures for tracking DHS referrals and ensuring ongoing compliance with the Stark Law's referral prohibitions and applicable exceptions, including the in-office ancillary services exception.
Revised Vendor and Third-Party Arrangement Policy. The revised policy governs AHT's relationships with vendors, suppliers, and third-party service providers, with a particular focus on arrangements that implicate the AKS. The policy includes AKS safe harbor checklists for each common arrangement type (personal services, space rental, equipment rental, management contracts, and group purchasing) and requires that all vendor arrangements be reviewed by the Compliance Department prior to execution.
Revised Gifts, Meals, and Entertainment Policy. The revised policy establishes standards for the giving and receiving of gifts, meals, travel, and entertainment in the context of healthcare business relationships, aligned with OIG guidance on the AKS and the Stark Law non-monetary remuneration exception. The policy incorporates the calendar year 2023 annual aggregate limit of $459 per physician for non-monetary remuneration, as adjusted by CMS.
Fair Market Value Determination Procedures. C&H prepared a standalone procedural document establishing the methodology, documentation requirements, and approval workflow for all fair market value determinations conducted in connection with AHT's physician compensation arrangements, lease agreements, and vendor contracts.
Non-Monetary Remuneration and Compliance Exception Tracking Protocol. C&H prepared a protocol for tracking non-monetary remuneration provided to or received from referral sources, including gifts, meals, educational items, and other items of value, to ensure compliance with the Stark Law non-monetary remuneration exception thresholds and AKS requirements.
3.5 Contract Template Remediation Deliverables
C&H prepared the following revised contract templates, each of which was designed to incorporate the compliance safeguards necessary to satisfy applicable AKS safe harbors and Stark Law exceptions:
Revised Physician Employment Agreement Template. The revised template incorporates a Stark-compliant compensation methodology, including provisions ensuring that compensation is set at fair market value, is commercially reasonable, and does not take into account the volume or value of referrals. The template includes fair market value certification provisions and holdover language compliant with the requirements of the Stark Law employment exception at 42 C.F.R. § 411.357(c), including the six-month holdover provision for expired agreements.
Revised Independent Contractor / Medical Director Agreement Template. The revised template establishes a fixed compensation structure tied to specified duties and documented hours, with representations and safeguards designed to satisfy the AKS personal services safe harbor at 42 C.F.R. § 1001.952(l) and the Stark Law personal services arrangements exception at 42 C.F.R. § 411.357(d).
Revised Office Space Lease Template. The revised template conforms to the requirements of the Stark Law space rental exception at 42 C.F.R. § 411.357(a) and the AKS space rental safe harbor at 42 C.F.R. § 1001.952(b), including provisions requiring that the lease term be set forth in writing, signed by the parties, and for a period of at least one year; that the space leased be specified; that the rental charges be set at fair market value and not take into account the volume or value of referrals; and that the space is used exclusively by the lessee during the times specified in the lease.
Revised Equipment Lease / Access Agreement Template. The revised template conforms to the requirements of the Stark Law equipment rental exception at 42 C.F.R. § 411.357(b) and the AKS equipment rental safe harbor at 42 C.F.R. § 1001.952(c), including provisions requiring identification of the specific equipment, fair market value rental rates, and terms that do not take into account the volume or value of referrals.
Revised Management Services Agreement Template. The revised template incorporates safeguards designed to satisfy the AKS management contracts safe harbor at 42 C.F.R. § 1001.952(d) and to address indirect compensation arrangement concerns under the Stark Law, including provisions ensuring that management fees are set at fair market value, are not determined in a manner that takes into account the volume or value of referrals, and are supported by commercially reasonable services.
Meridian Diagnostics — Restructured Facility Access Agreement (Draft). C&H prepared a draft restructured facility access agreement for the Meridian Diagnostics arrangement, converting the per-scan fee structure to a fixed monthly rental payment established at fair market value. This draft was shared with Linden & Pryor LLP, counsel to Meridian Diagnostics, for review and negotiation, as further described in Section 3.6 below. As of the date of this letter, negotiations with Meridian and its counsel remain ongoing.
3.6 Third-Party Correspondence
In connection with the engagement, C&H prepared and transmitted the following third-party correspondence on behalf of AHT:
Letter to Linden & Pryor LLP (Thomas Beckett) re: Meridian Arrangement Restructuring. C&H transmitted a letter to Thomas Beckett of Linden & Pryor LLP, counsel to Meridian Diagnostics LLC, describing the compliance concerns identified with the existing per-scan facility access fee arrangement and proposing the restructuring of the arrangement as reflected in the draft restructured agreement. As noted above, negotiations remain ongoing as of the date of this letter.
Letter to Pinnacle Laboratory Services Inc. re: Lab Interface and CME Sponsorship. C&H transmitted a letter to Pinnacle Laboratory Services Inc. identifying the compliance concerns associated with the no-cost electronic laboratory interface, CME sponsorship arrangements, and the equity interest of Dr. Karen Ellsworth, and requesting the restructuring of the relationship to address these concerns.
Memorandum to Northbridge Valuation Advisors LLC (Sandra Kilpatrick). C&H prepared and transmitted a memorandum to Sandra Kilpatrick of Northbridge Valuation Advisors LLC specifying the scope of fair market value opinions to be obtained for fifty-two (52) physician compensation arrangements, two (2) office leases (the Worcester and Shrewsbury, Massachusetts locations inherited from Lakeview), and the Meridian Diagnostics facility access fee arrangement. As of the date of this letter, Northbridge's valuation work is ongoing, and AHT should ensure the timely completion and receipt of all outstanding FMV opinions as part of its remediation implementation.
3.7 Board and Committee Presentations
C&H prepared and delivered the following presentations to the AHT Board Compliance Committee:
Interim Findings Presentation (April 18, 2023). On April 18, 2023, Miriam Calloway and Christopher Aiken presented C&H's interim findings to the AHT Board Compliance Committee, including a summary of the key risk areas identified during the self-assessment, preliminary conclusions regarding the Meridian Diagnostics and Pinnacle Laboratory arrangements, and an overview of the policy and template remediation work in progress.
Final Report and Remediation Roadmap Presentation (June 27, 2023). On June 27, 2023, Miriam Calloway, Joel Strauss, and Christopher Aiken presented C&H's final report and remediation roadmap to the AHT Board Compliance Committee. The presentation included a comprehensive summary of the self-assessment findings, the voluntary disclosure evaluation conclusions, the completed policy and template remediation deliverables, and a detailed remediation roadmap with a recommended ninety (90)-day implementation timeline. The Board Compliance Committee accepted the Final Report and Remediation Roadmap at the June 27 meeting.
3.8 Training Materials
AKS/Stark Law Compliance Training Materials. C&H prepared a comprehensive set of training materials for AHT's mandatory annual compliance training, consisting of a slide deck presentation and a companion reference guide. The training materials are designed to be delivered to all one hundred forty-seven (147) employed physicians, all thirty-eight (38) independent contractors and medical directors, and approximately 1,340 total AHT employees. The materials cover the fundamental elements of the AKS and the Stark Law, AHT's revised compliance policies and procedures, reporting obligations, and practical guidance on identifying and escalating compliance concerns. AHT's Compliance Department should schedule and complete the initial training rollout as part of the ninety (90)-day remediation implementation timeline.
4. Voluntary Self-Disclosure Recommendation
Based on the comprehensive self-assessment conducted during this engagement, including the detailed analysis set forth in the CMS SRDP Evaluation Memorandum and the OIG SDP Evaluation Memorandum, C&H concluded that no voluntary self-disclosure filing under the CMS Self-Referral Disclosure Protocol (SRDP) or the OIG Self-Disclosure Protocol (SDP) is recommended at this time.
This conclusion is based on several factors, including: (a) the nature and scope of the compliance deficiencies identified, which, while requiring prompt remediation, are amenable to prospective correction through the restructuring and re-papering of affected arrangements; (b) C&H's assessment that the arrangements at issue, while presenting compliance risk, reflect structural and documentation deficiencies rather than evidence of intentional schemes to induce or reward referrals; (c) the proactive nature of AHT's self-assessment and remediation efforts, which demonstrate good faith and a commitment to compliance; and (d) the cost, duration, and potential exposure associated with a voluntary disclosure filing.
This conclusion is expressly contingent upon AHT's timely implementation of the remediation measures described in the Final Report and Remediation Roadmap presented to the Board Compliance Committee on June 27, 2023. The ninety (90)-day implementation timeline recommended in the Final Report should be adhered to closely. Failure to timely implement the recommended remediation measures could alter the risk calculus underlying C&H's recommendation and could expose AHT to increased regulatory risk.
AHT should continue to monitor its arrangements on an ongoing basis and should consult healthcare regulatory counsel promptly if new facts emerge, if the circumstances underlying any arrangement materially change, or if the recommended remediation is not completed within the recommended timeframe. C&H also notes that the sixty (60)-day repayment obligation under 42 U.S.C. § 1320a-7k(d) remains independently applicable to AHT. If AHT identifies or has identified actual or potential overpayments arising from non-compliant arrangements, the sixty-day clock for reporting and returning such overpayments to the applicable federal healthcare program runs from the date of identification, regardless of C&H's recommendation regarding voluntary self-disclosure. AHT should consult with counsel regarding the application of the sixty-day rule to any specific overpayment situation.
5. Key Implementation Recommendations
While the detailed implementation steps are set forth in the Final Report and Remediation Roadmap delivered on June 27, 2023, C&H wishes to highlight the following priority remediation actions that AHT should undertake within the recommended ninety (90)-day implementation period (i.e., by approximately October 10, 2023):
1. Meridian Diagnostics Facility Access Agreement. Execute the restructured facility access agreement with Meridian Diagnostics LLC, converting the per-scan fee to a fixed monthly rental at fair market value. This action is pending Meridian's response through its counsel, Linden & Pryor LLP, and AHT should actively pursue the completion of negotiations.
2. Pinnacle Laboratory Services Relationship. Restructure the relationship with Pinnacle Laboratory Services Inc. to address the compliance concerns identified with respect to the no-cost electronic laboratory interface, CME sponsorship arrangements, and Dr. Karen Ellsworth's 4.2% passive equity interest. Specifically, AHT should ensure that Dr. Ellsworth's equity interest is properly disclosed under AHT's conflict-of-interest policy, that the lab interface is either terminated or priced at fair market value, and that CME sponsorship is restructured in accordance with OIG guidance.
3. Medical Director Agreements. Transition all thirty-eight (38) medical director agreements to fair-market-value-compliant compensation levels with documented hours and duties, utilizing the revised Independent Contractor / Medical Director Agreement Template. Compensation levels should be established based on Northbridge Valuation Advisors FMV opinions and published benchmark data.
4. Lakeview Legacy Agreements. Complete the re-papering of all Lakeview legacy physician employment agreements, medical director agreements, and office leases using the revised templates developed during this engagement.
5. ConnectiCare MSA Fee Structures. Restructure the management services agreement fee formulas for the nine (9) ConnectiCare-affiliated practices and implement referral tracking and segregation safeguards to address indirect compensation arrangement risks under the Stark Law.
6. Policy Implementation. Implement the revised Compliance Program Manual and all revised policies and procedures, including the Physician Compensation Policy, Physician Referral and Self-Referral Policy, Vendor and Third-Party Arrangement Policy, Gifts, Meals, and Entertainment Policy, Fair Market Value Determination Procedures, and Non-Monetary Remuneration and Compliance Exception Tracking Protocol. Implementation should include distribution to all affected personnel, acknowledgment of receipt, and integration into AHT's compliance infrastructure.
7. Northbridge Valuation Opinions. Obtain and finalize all outstanding fair market value opinions from Northbridge Valuation Advisors LLC for the fifty-two (52) physician compensation arrangements, two (2) office leases, and the Meridian Diagnostics facility access fee arrangement. AHT should coordinate with Sandra Kilpatrick at Northbridge to ensure timely delivery of all opinions.
8. Compliance Training. Roll out mandatory compliance training to all AHT physicians, independent contractors, medical directors, and staff using the training materials delivered by C&H. AHT should document completion of training and maintain records of attendance as part of its compliance program documentation.
9. PE Exit Readiness. In light of Ridgeline Capital Partners' anticipated exit or sale process, which AHT's board designees from Ridgeline have communicated may occur in late 2024, AHT should consider its healthcare regulatory compliance posture as an integral component of its exit readiness preparations. Prospective acquirers and their counsel will likely conduct extensive healthcare regulatory due diligence, and the completion of the remediation measures outlined herein will be essential to demonstrating a robust compliance program.
AHT should designate specific individuals within the Compliance Department and the General Counsel's office to be responsible for each remediation action item and should establish a tracking and reporting mechanism to ensure accountability and timely completion.
6. Scope Limitations and Disclaimers
C&H wishes to note the following limitations on the scope of the engagement and the deliverables provided:
The engagement was limited to the scope set forth in the Engagement Letter dated January 30, 2023. C&H's analysis was based on documents, data, and information provided by AHT, including materials produced in response to the Document Request List transmitted by C&H on February 3, 2023, as well as information from the Grayson Whitaker Gap Assessment Report and discussions with AHT management, including Ms. Yamamoto, Mr. Huang, and other AHT personnel.
C&H did not independently audit or verify AHT's financial data, referral volumes, physician compensation records, or other factual information provided by AHT. C&H relied upon the accuracy and completeness of the representations made by AHT management and the documents provided by AHT. To the extent that any such information was inaccurate or incomplete, C&H's analysis and conclusions may be affected.
The engagement did not include the representation of AHT in any government investigation, enforcement action, qui tam litigation, or other legal proceeding. If AHT becomes aware of any government inquiry, subpoena, civil investigative demand, or similar action relating to any of the matters addressed in this engagement, AHT should immediately engage healthcare regulatory litigation counsel.
C&H's analysis addressed the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and the Stark Law (42 U.S.C. § 1395nn) and the specific state statutes identified in Sections 3.2 above — namely, the Massachusetts Anti-Kickback Law (M.G.L. c. 175H, § 3) and the Connecticut referral fee prohibition (Conn. Gen. Stat. § 20-7a(d)). Other federal or state laws, including but not limited to the federal False Claims Act (31 U.S.C. §§ 3729–3733), the Health Insurance Portability and Accountability Act ("HIPAA"), state licensure and corporate practice of medicine laws, state consumer protection statutes, and other regulatory requirements, were outside the scope of this engagement unless expressly addressed in a specific deliverable.
As of the opening of this engagement, AHT had no existing Corporate Integrity Agreement with the OIG, and no requests for OIG Advisory Opinions were pending. C&H's analysis assumed the continuation of these circumstances throughout the engagement period.
C&H notes that Westbrook Hale LLP, and specifically Elena Marchetti, Partner, deferred to Calderwood & Harkness on all healthcare regulatory aspects of this engagement. Westbrook Hale LLP continues to serve as AHT's general outside counsel for corporate, mergers and acquisitions, and employment matters. C&H's engagement did not extend to any corporate, transactional, or employment law matters within Westbrook Hale's scope of representation.
7. Billing and Fees
Final billing statements for the engagement will be transmitted separately under the billing terms and procedures established in the Engagement Letter. The billing rates applicable to the engagement team members were as follows:
The original fee estimate for the engagement, as set forth in the Engagement Letter, was a range of $475,000 to $625,000. Invoicing has been conducted on a monthly basis, with payment due net thirty (30) days from the date of each invoice, as provided in the Engagement Letter. Any outstanding invoices should be remitted promptly in accordance with the agreed payment terms. Questions regarding billing may be directed to the Firm's billing department or to Miriam Calloway.
8. Document Retention
Calderwood & Harkness will retain all engagement files, including both paper and electronic records, in accordance with the Firm's standard document retention policy. Specifically, client files and C&H work product relating to this engagement will be maintained for a period of ten (10) years from the date of engagement closure — that is, through July 12, 2033 — unless AHT requests the earlier return or destruction of such files in writing.
AHT retains ownership of all documents and materials provided to C&H during the course of the engagement. These documents may be returned to AHT upon written request, subject to applicable retention obligations.
C&H work product that has been delivered to AHT is the property of AHT, subject to C&H's common law and statutory lien rights for any unpaid fees and disbursements. AHT is encouraged to retain all engagement deliverables in its own records, and in particular to preserve the compliance assessment memoranda, voluntary disclosure evaluation memoranda, policy documents, contract templates, and training materials as part of AHT's compliance program documentation. These materials may be relevant in demonstrating AHT's good faith compliance efforts in the event of any future regulatory inquiry or audit.
9. Ongoing Matters and Future Engagement
This letter confirms the closure of Calderwood & Harkness Matter Number 1010-00003. Calderwood & Harkness's representation of Arbor Health Technologies Inc. in this matter has concluded as of July 12, 2023. Upon the closing of this matter, the attorney-client relationship between C&H and AHT with respect to this engagement is terminated. C&H does not currently represent AHT in any other matter.
C&H does not have any ongoing obligation to update, supplement, or revise any advice, memoranda, work product, or deliverables provided in connection with this engagement to reflect subsequent changes in law, regulation, sub-regulatory guidance, or enforcement policy. This includes, without limitation, any future amendments to or interpretations of the CMS Final Rule on Stark Law Modernization, 85 Fed. Reg. 77492 (December 2, 2020), or the AKS Final Rule on Safe Harbor Modernization, 85 Fed. Reg. 77684 (December 2, 2020), as well as any new OIG Advisory Opinions, CMS guidance, or judicial decisions that may affect the analysis set forth in C&H's deliverables.
AHT should engage qualified healthcare regulatory counsel on an ongoing basis for any future compliance needs, including without limitation: (a) monitoring and completion of the pending arrangement restructurings with Meridian Diagnostics LLC and Pinnacle Laboratory Services Inc.; (b) ongoing compliance program oversight and internal auditing; (c) analysis of new or modified physician compensation arrangements, vendor relationships, or referral relationships; and (d) any matters arising from government investigations, enforcement actions, or whistleblower complaints.
Calderwood & Harkness welcomes the opportunity to assist AHT with any future matters. In particular, C&H is available to support AHT and Ridgeline Capital Partners in connection with Ridgeline's anticipated exit or sale process, which we understand is being targeted for late 2024. Healthcare regulatory compliance diligence is a critical component of any sale or recapitalization transaction involving a portfolio company with significant federal healthcare program revenue, and C&H's familiarity with AHT's compliance posture and the remediation work completed during this engagement would position the Firm to assist efficiently in any such process.
10. Closing
On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the opportunity to serve Arbor Health Technologies Inc. and its leadership in connection with this important engagement. The depth and complexity of the work required the sustained collaboration and commitment of many individuals across AHT's organization, and we are grateful for the professionalism and responsiveness that characterized every aspect of our working relationship.
In particular, we wish to acknowledge the productive and constructive collaboration with you, Patricia, and with you, Derek, whose deep knowledge of AHT's operations and compliance infrastructure was invaluable throughout the engagement. We also wish to thank Dr. Nathan Ellsworth for his support and engagement, and the members of the AHT Board Compliance Committee for their thoughtful oversight and governance of this process.
We are confident that the deliverables and recommendations provided through this engagement, when fully implemented, will materially strengthen AHT's healthcare regulatory compliance posture and position the Company well for its continued growth and for the anticipated Ridgeline Capital exit process.
Should you have any questions regarding any of the deliverables, the recommendations set forth herein, or the contents of this letter, please do not hesitate to contact Miriam Calloway at (617) 482-7610 or mcalloway@calderwoodharkness.com, or Christopher Aiken at (617) 482-7625 or caiken@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Miriam Calloway Partner Telephone: (617) 482-7610
Email: mcalloway@calderwoodharkness.com
By: ________
Joel Strauss Partner Telephone: (617) 482-7618
Email: jstrauss@calderwoodharkness.com
Enclosures: None (all deliverables previously transmitted under separate cover)
cc:
Dr. Nathan Ellsworth, Chief Executive Officer, Arbor Health Technologies Inc. Claudia Sorrento, Managing Director, Ridgeline Capital Advisors LLC, 400 Steamboat Road, Suite 300, Greenwich, CT 06830 Marcus Whitmore, Principal, Ridgeline Capital Advisors LLC, 400 Steamboat Road, Suite 300, Greenwich, CT 06830 Elena Marchetti, Esq., Partner, Westbrook Hale LLP Joel Strauss, Partner, Calderwood & Harkness LLP Christopher Aiken, Senior Associate, Calderwood & Harkness LLP Amy Whitfield, Associate, Calderwood & Harkness LLP
This letter and its contents are protected by the attorney-client privilege and the attorney work product doctrine. This communication is intended solely for the addressees and the individuals identified in the copy line above. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please contact the sender immediately and destroy all copies.
Attorney | Role | Hourly Rate
Miriam Calloway | Partner, Responsible Attorney | $1,250.00
Joel Strauss | Partner | $1,175.00
Christopher Aiken | Senior Associate | $825.00
Amy Whitfield | Associate | $650.00

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